UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement
On June 9, 2022, Augmedix Operating Corp. f/k/a Augmedix, Inc., a Delaware corporation (the “Company”), entered into a Third Omnibus Amendment (the “Agreement”) with Dignity Health, Dignity Health Medical Foundation, and Pacific Central Coast Health Centers (the “Clients”), to be effective as of July 1, 2022, which amends the previous statements of work (the “Dignity SOWs”) entered into by and between the Company and the Clients pursuant to a Services Agreement, dated September 1, 2015, by and between the Company and Dignity Health. The Agreement extends the term of the Dignity SOWs through June 30, 2023, unless earlier terminated in accordance with the Agreement, and memorializes the parties’ understanding that the Company and CommonSpirit Health (“CommonSpirit) intend to negotiate an enterprise-wide agreement for the provision of the Services (as defined in the Agreement) to CommonSpirit’s member organizations.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. |
Description | |
10.1 | Third Omnibus Amendment, dated as of June 9, 2022, by and between Augmedix Operating Corp. f/k/a Augmedix, Inc., Dignity Health, Dignity Health Medical Foundation, and Pacific Central Coast Health Centers. | |
104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AUGMEDIX, INC. | ||
Dated: June 10, 2022 | By: | /s/ Paul Ginocchio |
Paul Ginocchio | ||
Chief Financial Officer |
Exhibit 10.1
THIRD OMNIBUS AMENDMENT
This Third Omnibus Amendment (“Third Omnibus Amendment”) is made and entered into as of July 1, 2022 (“Amendment Effective Date”), by and between, on the one hand, Augmedix Operating Corp. f/k/a Augmedix, Inc. (“Augmedix”) and, on the other hand, Dignity Health (“DH”), Dignity Health Medical Foundation (“DHMF”), and Pacific Central Coast Health Centers (“PHC” and, together with the DH and DHMF, the “Client”), and amends:
(1) | That certain Amended and Restated Statement of Work, dated January 24, 2019, as amended, by and between DH and Augmedix (the “DH-SOW No. 1”); and |
(2) | That certain Statement of Work No. 2, dated March 2, 2020, as amended, by and between DH and Augmedix (the “DH-SOW No. 2”); and |
(3) | That certain Statement of Work, dated July 3, 2016, as amended, by and between DHMF and Augmedix (the “DHMF-SOW”); and |
(4) | That certain Statement of Work, dated January 26, 2016, as amended, by and between PHC and Augmedix (the “PHC-SOW” and, together with the DH-SOW No. 1, DH-SOW No. 2, and DHMF-SOW, the “Dignity SOW(s)”). |
WHEREAS, Dignity Health (for itself and on behalf of its affiliates) and Augmedix entered into that certain Services Agreement, dated September 1, 2015 (the “Agreement”).
NOW, THEREFORE, in consideration of the mutual benefits and promises between the parties, the sufficiency of which each party hereby acknowledges, the Dignity SOWs are hereby amended as follows:
1. Term. Notwithstanding anything to the contrary in the Dignity SOWs, this Third Omnibus Amendment extends the Term of the Dignity SOWs through and including June 30, 2023, unless earlier terminated in accordance with the Agreement.
2. CommonSpirit Enterprise Agreement. Notwithstanding the extension of the Dignity SOWs through and including June 30, 2023, the parties understand and agree that Augmedix and the CommonSpirit Health (“CommonSpirit”) intend to discuss and negotiate in good faith the terms and conditions of an enterprise wide CommonSpirit agreement for the provision of the Services to its member organizations. Upon execution of a definitive enterprise agreement between Augmedix and CommonSpirt, the Agreement and associated Dignity SOWs shall terminate and the enterprise agreement between Augmedix and CommonSpirit will govern Augmedix’s provision of the Services to all CommonSpirit member organizations, including DH, DHMF and PHC.
3. General. Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Dignity SOWs and the Agreement. This Third Omnibus Amendment is hereby incorporated into the Dignity SOWs by reference. Except as expressly amended herein, all other terms of the Dignity SOWs are hereby confirmed and remain in full force and effect. To the extent that there is any conflict between the terms of this Third Omnibus Amendment and those of the Agreement or the Dignity SOWs, the terms of this Third Omnibus Amendment shall control. This Third Omnibus Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties and any full and complete copy thereof shall constitute an original. When signed in pen ink, such documents may be delivered by facsimile transmission or by scanned email attachment, and said copies shall be treated in all respects as original.
[SIGNATURE PAGE FOLLOWS]
Omnibus Amendment Augmedix – Dignity Health | Page 1 |
AGREED AND ACCEPTED
DIGNITY HEALTH | AUGMEDIX Operating Corp. F/K/A Augedix Inc. | |||
By | /s/ Kelley Moore | By | /s/ Jon Hawkins | |
Name | Kelley Moore | Name | Jon Hawkins | |
Title | System VP, Vendor Mgmt & Contracting | Title | CRO | |
Date | June 8, 2022 | Date | June 9, 2022 |
DIGNITY HEALTH MEDICAL FOUNDATION | ||||
By | /s/ Kelley Moore | |||
Name | Kelley Moore | |||
Title | System VP, Vendor Mgmt & Contracting | |||
Date | June 8, 2022 | |||
PACIFIC CENTRAL COAST HEALTH CENTERS | ||||
By | /s/ Kelley Moore | |||
Name | Kelley Moore | |||
Title | System VP, Vendor Mgmt & Contracting | |||
Date | June 8, 2022 |
Omnibus Amendment Augmedix – Dignity Health | Page 2 |
Cover |
Jun. 09, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 09, 2022 |
Entity File Number | 000-56036 |
Entity Registrant Name | AUGMEDIX, INC. |
Entity Central Index Key | 0001769804 |
Entity Tax Identification Number | 83-3299164 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 111 Sutter Street |
Entity Address, Address Line Two | Suite 1300 |
Entity Address, City or Town | San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94104 |
City Area Code | (888) |
Local Phone Number | 669-4885 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.0001 par value per share |
Trading Symbol | AUGX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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